Mutual Non-disclosure agreement for Dealer/Manufacturer/Vendor

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into as of the last date signed below (“Effective Date”) by and between Fluent Conveyors LLC, a Colorado corporation (“Fluent”), (“Dealer/Manufacturer/Vendor”), & (“Dealer/Manufacturer/Vendor”).

WHEREAS, Fluent, Dealer, Manufacturer or Vendor (“Parties”) have an interest in participating in business discussions and negotiations wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and

WHEREAS, the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) trade secrets as defined under Colorado law; (2) business plans, methods, and practices; (3) personnel, customer lists, and suppliers; (4) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, computer aided designs (CAD), or other related information, including information provided to Fluent by other third-party vendors, manufacturers or customers;

NOW, THEREFORE, the Parties agree as follows:

1. All information disclosed between the Parties shall be considered Confidential Information unless the Party disclosing said information notifies the Party receiving said information in writing (including via email) that the disclosed information is not Confidential Information.

2. The Party receiving Confidential Information (“Recipient”) from the other Party shall, for a period of three (3) years from the date of the disclosure of Confidential Information, refrain from disclosing such Confidential Information to any third party other than Fluent or Vendor without prior, written approval from the Party who initially disclosed said Confidential Information to the Recipient. The Recipient shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring product or disclosure of said Confidential Information.

FLUENT CONVEYORS, LLC / WWW.FLUENTCONVEYORS.COM (866)764-2980 / [email protected]

/ Collaborate / Create / Convey PRDFC1000370

3. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

4. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:

   1. Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or

   2. Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or

   3. Is approved for release (and only to the extent so approved) by the disclosing Party; or

   4. Is disclosed pursuant to the lawful requirements of a court or governmental agency or where required by operation of law.

5. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

6. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose: (1) the terms of this Agreement; (2) the sharing of Confidential Information or negotiations of transactions between the Parties; or (3) the existence of a business relationship between the Parties. Notwithstanding the foregoing or anything else set forth in this Agreement, the Parties may disclose that they have entered into this Agreement to another party that also has a business relationship with Fluent, but only for the purpose of facilitating or furthering a business relationship between the Parties and/or either Party and the third party.

7. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or enter into any other agreement, although the Parties may do so.

8. The Parties agree that the information disclosed to each other Party is, to the best of the Party’s knowledge, complete and accurate. However, neither Party warrants that information in any way and each Party understands that the information is subject to correction or change at any time.

FLUENT CONVEYORS, LLC / WWW.FLUENTCONVEYORS.COM (866)764-2980 / [email protected]

/ Collaborate / Create / Convey PRDFC1000370

9. This Agreement shall remain in effect for a period of three (3) years from the Effective Date unless otherwise terminated by mutual written consent of the Parties. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.